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EXHIBIT 10.10
ROLLERBALL INTERNATIONAL INC.
0000 XXXXXX XXXX, XXXXX 0000
XXX XXXXXXX, XXXXXXXXXX 00000
As of August 18, 1997
Xx. Xxx Xxxxxxxx
0000 Xxxxxx Xxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Re: Employment Agreement
Dear Xx. Xxxxxxxx:
When executed by you ("Officer") and by a duly authorized representative of
Rollerball International Inc., a California corporation ("Company"), this will
constitute the agreement between us in connection with your employment and set
forth the terms and conditions thereof.
1. Services.
1.1 Employment.
Company employs Officer during the Term (as hereinafter defined) to serve as
Chief Financial Officer of Company, and to render such other services
("Services") as Company may from time to time reasonably request which are
consistent with the duties Officer is to perform and Officer's stature and
experience. The Services shall be generally performed in Los Angeles,
California. In addition, the Services may be performed by Officer from time to
time on a temporary basis at such other locations as Company shall reasonably
request consistent with its reasonable business needs.
1.2 Term.
The Term of this Agreement shall commence and become effective as of August 18,
1997, and shall continue for a period of One (1) year through and including
August 18, 1998 unless extended in accordance with the provisions hereof (the
"Term").
1.3 Confidentiality.
Officer acknowledges that the Services will, throughout the Term, bring Officer
into close contact with many confidential affairs of the Company, including
information about costs, profits, markets, sales, products, key personnel,
pricing policies, operational methods, technical processes and other business
affairs and methods and other information not readily available to the public,
and plans for future development. Officer further acknowledges that the
business of Company is international in scope, that its products are marketed
throughout the world, that Company competes with other organizations and
individuals which are or could be located in any part of the world and that the
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Employment Agreement
As of August 18, 1997
Page Two
nature of Officer's Services, position and expertise are such that he is
capable of competing with Company from any location in the world. In
recognition of the foregoing, Officer covenants and agrees to keep secret all
material confidential matters of the Company which are not otherwise in the
public domain and will not intentionally disclose them to anyone outside of
Company, either during or after the Term, except with Company's express prior
written consent and except for such minimum disclosure as is necessary in the
performance of the Services and Officer's other duties during the Term.
2. Compensation.
As compensation and consideration for all Services provided by Officer during
the Term pursuant to this Agreement, Company agrees to pay to Officer the
compensation set forth below:
2.1 Fixed Annual Compensation.
Officer shall initially receive Fixed Annual Compensation in the amount of
Seventy Five Thousand Dollars ($75,000). Any proposed modifications or
adjustments (prospective and/or retroactive) to Fixed Annual Compensation shall
be negotiated in good faith between Officer and Company. In the event that
Company is financially unable to provide Fixed Annual Compensation through
Term, Chief Executive Officer agrees to personally guarantee that Officer
continue to receive Fixed Annual Compensation through Term via alternative
funding or personal funding. In addition to Fixed Annual Compensation, Officer
may also from time to time receive performance bonuses, the frequency, criteria
and amounts therefore to be determined at the discretion of Company.
2.2 Stock Options.
Officer shall initially receive Twenty Thousand (20,000) options to acquire
shares of Company's common stock exercisable at the initial public offering
price which vest immediately. As an inducement to Officer, Company may from
time to time offer and grant to Officer additional options to acquire shares of
Company's common stock in terms and conditions to be determined by Company.
2.3 Auto Allowance.
Officer shall receive upon execution of Agreement monthly Auto Allowance of
Two Hundred Fifty Dollars ($250) per month which shall be paid in addition to
the Fixed Annual Compensation or Company shall provide car for Officer at no
additional expense to Auto Allowance discussed above.
2.4 Vacation.
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Employment Agreement
As of August 18, 1997
Page Three
Officer shall receive Three (3) weeks vacation upon execution of Agreement to be
used during the Term with reasonable notice and acceptance by the Chief
Executive Officer.
2.5 Insurance Benefits.
Officer shall receive full medical and dental insurance coverage for Officer and
Officer's family provided by Company with premiums of such insurance coverage
to be paid in full by Company. In the event that insurance coverage is not
available at beginning of Term, Company will reimburse Officer for any out of
pocket expense incurred to obtain the necessary insurance coverage until
Company's insurance coverage is available to Officer.
3. Termination.
Company or Officer shall have the right to terminate the Term at any time by
written notice to the other to that effect. Should the Term be terminated by
Company, Officer shall have the right to the greater of continued Fixed Annual
Compensation and Insurance Benefits through the remainder of the Term or Six (6)
months of Fixed Annual Compensation including Insurance Benefits. Should the
Term be terminated by Officer, Officer shall have no right to any further Fixed
Annual Compensation from and after termination or to any Insurance Benefits for
the first fiscal year of termination or thereafter.
4. General.
4.1 Governing Law
This Agreement shall be governed by, construed and enforced and the legality and
validity of each term and condition shall be determined in accordance with the
internal, substantive laws of the State of California applicable to agreements
fully executed and performed entirely in California.
4.2 Captions.
The section headings contained herein are for reference purposes only and shall
not in any way affect the meaning or interpretation of this Agreement.
4.3 Modification/Entire Agreement
This Agreement may not be altered, modified or amended except by any instrument
in writing signed by all of the parties hereto. No person, whether or not an
officer, agent, employee or representative or any party, has made or has any
authority to make for or on behalf of that party any
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Employment Agreement
As of August 18, 1997
Page Four
agreement, representation, warranty, statement, promise, arrangement or
understanding not expressly set forth in this Agreement. This Agreement
constitutes the entire agreement between the parties and supersedes all express
or implied, prior or concurrent, parol agreements and prior written agreements
with respect to the subject matter hereof. The parties acknowledge that in
entering into this agreement, they have not relied and will not in any way rely
upon any parol agreements.
Please confirm your agreement to the foregoing by signing below where indicated.
Very truly yours,
Rollerball International, Inc.
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Xxxx Xxxxxxxxxx
Chief Executive Officer
DATED: August 18, 1997
Agreed to and Accepted:
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Xxx Xxxxxxxx
DATED: August 18, 1997
